DELAWARE
|
83-0479936
|
(State
or other jurisdiction of incorporation or
organization)
|
(I.R.S.
employer identification no.)
|
PART
I – FINANCIAL INFORMATION
|
||
Item 1.
|
Financial
Statements
|
2 |
Balance
Sheets as of March 31, 2008 (Unaudited) and December 31,
2007
|
F-1 | |
Statements
of Operations (Unaudited) for the three months ended March 31,
2008 and
for the period from April 10, 2007 (inception) to March 31,
2008
|
F-2 | |
Statements
of Stockholder’s Equity (Unaudited) for the period from April 10, 2007
(inception) through March 31, 2008
|
F-3 | |
Statements
of Cash Flows (Unaudited) for the three months ended March 31,
2008 and
for the period from April 10, 2007 (inception) to March 31,
2008
|
F-4 | |
Notes
to Consolidated Financial Statements (unaudited)
|
F-5 | |
Item 2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
2 |
Item 3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
6 |
Item 4.
|
Controls
and Procedures
|
6 |
PART
II – OTHER INFORMATION
|
||
Item 1.
|
Legal
Proceedings
|
7 |
Item 2.
|
Unregistered
Sales of Equity Securities
|
7 |
Item 3.
|
Defaults
upon Senior Securities
|
7 |
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
7 |
Item 5.
|
Other
Information
|
7 |
Exhibits
|
7 | |
SIGNATURES
|
8 |
Exhibit No.
|
Description
|
|
31.1
|
Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
31.2
|
Certifications
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
32.1
|
Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
32.2
|
Certifications
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
CAMDEN
LEARNING CORPORATION.
|
||
By:
|
/s/
David L. Warnock
|
|
Name:
David L. Warnock
Title:
Chief Executive Officer
(Principal
Executive Officer)
|
By:
|
/s/
Donald W. Hughes
|
|
Name:
Donald W. Hughes
Title:
Chief Financial Officer
(Principal
Financial Officer)
|
March 31,
2008
|
December 31,
2007* |
||||||
(Unaudited)
|
|||||||
Assets
|
|
|
|||||
Current
assets:
|
|||||||
Cash
and cash equivalents
|
$
|
432,232
|
$
|
858,347
|
|||
Prepaid
expenses
|
153,168
|
—
|
|||||
Total
current assets
|
585,400
|
858,347
|
|||||
Restricted
funds held in trust
|
53,014,093
|
52,543,772
|
|||||
Deferred
tax asset
|
79,913
|
19,141
|
|||||
Prepaid
expenses – less current portion
|
24,278
|
—
|
|||||
Total
assets
|
$
|
53,703,684
|
$
|
53,421,260
|
|||
Liabilities
and Stockholders’ Equity
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
57,029
|
$
|
104,656
|
|||
Income
tax payable
|
182,736
|
47,009
|
|||||
Total
current liabilities
|
239,765
|
151,665
|
|||||
Deferred
underwriting compensation
|
1,590,312
|
1,590,312
|
|||||
Total
liabilities
|
1,830,077
|
1,741,977
|
|||||
Commitments
|
|||||||
Common
stock, subject to possible redemption 1,987,889 shares
|
15,744,081
|
15,744,081
|
|||||
Stockholders’
equity
|
|||||||
|
|||||||
Preferred
Stock, $.0001 par value, 1,000,000 shares authorized;
none issued or outstanding
|
—
|
—
|
|||||
|
|||||||
Common
Stock, $.0001 par value, 20,000,000 shares authorized; 8,188,800
shares issued and outstanding (less 1,987,889 shares subject to
possible redemption)
|
620
|
620
|
|||||
Additional
paid-in capital
|
35,889,005
|
35,890,392
|
|||||
Retained
earnings accumulated during the development stage
|
239,901
|
44,190
|
|||||
Total
stockholders’ equity
|
36,129,526
|
35,935,202
|
|||||
Total
liabilities and stockholders’ equity
|
$
|
53,703,684
|
$
|
53,421,260
|
Three months
ended March 31, 2008 |
April 10, 2007
(inception) through March 31, 2008 |
||||||
Operating
expenses:
|
|||||||
Operating
and formation expenses
|
$
|
152,833
|
$
|
212,380
|
|||
Loss
from operations
|
(152,833
|
)
|
(212,380
|
)
|
|||
Other
income:
|
|||||||
Interest
income, net of expense of $0 and $23,556
|
473,499
|
605,104
|
|||||
Income
before provision for taxes
|
320,666
|
392,724
|
|||||
Provision
for income taxes
|
(124,955
|
)
|
(152,823
|
)
|
|||
Net
income
|
$
|
195,711
|
$
|
239,901
|
|||
Net
income per share
|
|||||||
Basic
|
$
|
0.03
|
|||||
Diluted
|
$
|
0.02
|
|||||
Weighted
average shares outstanding
|
|||||||
Basic
|
6,626,300
|
||||||
Diluted
|
8,218,809
|
Common Stock |
Additional
Paid-In |
Retained
Earnings Accumulated During the Development |
Total
Stockholders’ |
|||||||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Equity
|
||||||||||||
Initial capital from founding stockholders
|
1,562,500
|
$
|
156
|
$
|
24,844
|
$
|
—
|
$
|
25,000
|
|||||||
Sale
of private placement warrants
|
—
|
—
|
2,800,000
|
—
|
2,800,000
|
|||||||||||
Sale
of 6,626,300 units, net of underwriters’ discount and offering expenses of
$507,248 (including 1,987,889 shares subject to possible
redemption)
|
6,626,300
|
663
|
48,791,861
|
—
|
48,792,524
|
|||||||||||
Net
proceeds subject to possible redemption of 1,987,889
shares
|
(199
|
)
|
(15,743,882
|
)
|
(15,744,081
|
)
|
||||||||||
Discount
on note payable to affiliate
|
—
|
—
|
17,569
|
—
|
17,569
|
|||||||||||
Net
income
|
—
|
—
|
—
|
44,190
|
44,190
|
|||||||||||
Balance
at December 31, 2007
|
8,188,800
|
$
|
620
|
$
|
35,890,392
|
$
|
44,190
|
$
|
35,935,202
|
|||||||
Additional
offering expenses
|
(1,387
|
)
|
(1,387
|
)
|
||||||||||||
Net
income
|
—
|
—
|
—
|
195,711
|
195,711
|
|||||||||||
Balance
at March 31, 2008 (unaudited)
|
8,188,800
|
$
|
620
|
$
|
35,889,005
|
$
|
239,901
|
$
|
36,129,526
|
Three
months
ended March 31, 2008 |
April
10, 2007
(inception) through March 31, 2008 |
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
195,711
|
$
|
239,901
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities
|
|||||||
Accretion
of interest on note payable
|
—
|
17,569
|
|||||
Deferred
income taxes
|
(60,772
|
)
|
(79,913
|
)
|
|||
Changes
in assets and liabilities
|
|||||||
Increase
in prepaid expenses
|
(177,446
|
)
|
(177,446
|
)
|
|||
Increase
in accounts payable and accrued expenses
|
8,551
|
|
57,029
|
||||
Increase
in income tax payable
|
135,727
|
182,736
|
|||||
Net
cash provided by operating activities
|
101,771
|
239,876
|
|||||
Cash
flows from investing activities:
|
|||||||
Restricted
funds held in trust account
|
(470,321
|
)
|
(53,014,093
|
)
|
|||
Cash
flows from financing activities:
|
|||||||
Proceeds
from sale of stock to initial stockholders
|
—
|
25,000
|
|||||
Proceeds
from note payable to affiliate
|
—
|
200,000
|
|||||
Repayment
of note payable to affiliate
|
—
|
(200,000
|
)
|
||||
Proceeds
from public offering, net
|
(57,565
|
)
|
50,381,449
|
||||
Proceeds
from issuance of warrants
|
—
|
2,800,000
|
|||||
Net
cash (used in)/provided by financing activities
|
(57,565
|
)
|
53,206,449
|
||||
Net
(decrease)/increase in cash
|
(426,115
|
)
|
432,232
|
||||
Cash
and cash equivalents at beginning of period
|
858,347
|
—
|
|||||
Cash
and cash equivalents at end of period
|
$
|
432,232
|
$
|
432,232
|
|||
Supplemental
Disclosures:
|
|||||||
Cash
paid for interest
|
—
|
$ | 5,987 | ||||
Cash
paid for income taxes
|
$ | 50,000 | $ | 50,000 | |||
Non-cash
financing activities:
|
|||||||
Deferred
underwriting compensation
|
—
|
$
|
1,590,312
|
||||
Weighted
average shares outstanding for computation of basic per share results
|
6,626,300
|
|||
Incremental
shares from assumed exercise of warrants
|
1,592,509
|
|||
Weighted
average shares for computation of diluted per share results
|
8,218,809
|
Current
|
||||
Federal
|
$
|
156,526
|
||
State
|
29,201
|
|||
Deferred
|
(60,772
|
)
|
||
|
$ | 124,955 |
Computed expected tax expense
|
34
|
%
|
||
State income tax net of federal benefit
|
5
|
%
|
||
Effective tax rate
|
39
|
%
|